Baker Hughes 2009 Annual Report Download - page 51

2009 Proxy Statement 41
Pro Rata Payment of Performance Unit Awards Upon
the Senior Executive’s Termination of Employment Due
to His Retirement
If the Senior Executive had terminated employment with
us on December 31, 2009 due to his retirement prior to the
last day of the performance period, we would have paid in a
single sum in cash an amount equal to the applicable perfor-
mance unit value multiplied by the number of performance
units specified in the Senior Executive’s performance unit
award agreement, multiplied by the number of days during
the performance period through December 30, 2009, divided
by the number of days during the performance period.
The Senior Executive is treated as having retired for this
purpose if he terminates employment with us after the sum
of his age and years of service with us is at least 65.
Messrs. Deaton and Ragauss are not yet eligible to retire
for purposes of their outstanding performance unit awards.
If Mr. Crain had terminated employment with us on
December 31, 2009 due to retirement and the threshold
level of performance is not achieved for the performance unit
award granted to him on January 24, 2007 and the expected
value level of performance is achieved for the performance
unit awards granted to him on January 23, 2008 and March 31,
2009, we would pay Mr. Crain, in cash, at the normal payment
dates specified in the awards, the sums of $0 and $484,921
and $188,670 in complete settlement of his performance unit
award granted under the 2002 D&O Plan on January 24, 2007,
January 23, 2008 and March 31, 2009, respectively, for a total
of $673,591.
Mr. Barr retired from employment with us on April 30, 2009.
The amounts we paid to Mr. Barr in connection with his retire-
ment are discussed below under the heading “Retirement
Agreement With David H. Barr”.
If Mr. Craighead had terminated employment with us
on December 31, 2009 due to retirement and the threshold
level of performance is not achieved for the performance unit
award granted to him on January 24, 2007 and the expected
value level of performance is achieved for the performance
unit awards granted to him on January 23, 2008 and March 31,
2009, we would pay Mr. Craighead, in cash, at the normal
payment dates specified in the awards, the sums of $0 and
$479,592 and $254,286 in complete settlement of his per-
formance unit award granted under the 2002 D&O Plan on
January 24, 2007, January 23, 2008 and March 31, 2009,
respectively, for a total of $733,878.
If Mr. O’Donnell had terminated employment with us
on December 31, 2009 due to retirement and the threshold
level of performance is not achieved for the performance unit
award granted to him on January 24, 2007 and the expected
value level of performance is achieved for the performance
unit awards granted to him on January 23, 2008 and March 31,
2009, we would pay Mr. O’Donnell, in cash, at the normal
payment dates specified in the awards, the sums of $0 and
$157,200 and $109,692 in complete settlement of his per-
formance unit award granted under the 2002 D&O Plan on
January 24, 2007, January 23, 2008 and March 31, 2009,
respectively, for a total of $266,892.
Baker Hughes Incorporated Supplemental
Retirement Plan
Under the SRP the Senior Executives may elect to defer
portions of their compensation. We also provide additional
credits under the SRP to supplement the benefits provided
under our qualified retirement plans. We will pay the benefits
due the Senior Executives under the SRP in accordance with
the Senior Executives’ payment selections.
Accelerated Vesting Upon Termination of Senior
Executive’s Termination of Employment Due to
His Retirement
If the Senior Executive had terminated employment with
us on December 31, 2009 due to his retirement, he would
have had a fully nonforfeitable interest in his Company base
thrift deferral account, Company pension deferral account and
Company discretionary deferral account under the SRP. For this
purpose, “retirement” means termination of employment with
us on or after (i) attaining the age of 65 or (ii) attaining the
age of 55 and completing ten years of service with us.
Messrs. Deaton, Ragauss, Crain and Craighead are not yet
eligible to retire for purposes of the SRP. However, due to their
years of service with us Messrs. Deaton, Crain and Craighead
have fully vested interests in all of their accounts under the
SRP. Mr. O’Donnell would have been eligible to retire on
December 31, 2009 for purposes of the SRP. Due to his years
of service, Mr. O’Donnell already had a fully vested interest in
all of his accounts under the SRP as of December 31, 2009
Mr. Barr retired from employment with us on April 30,
2009. Due to his years of service, Mr. Barr had a fully vested
interest in all of his accounts under the SRP. The value of
Mr. Barr’s SRP accounts as of April 30, 2009 was $1,894,681.
Accelerated Vesting Upon Termination of Senior
Executive’s Termination of Employment Due to
His Death or Disability
If the Senior Executive had terminated employment with
us on December 31, 2009 due to his death or his disability, he
would have had a fully nonforfeitable interest in his company
base thrift deferral account, company pension deferral account
and company discretionary deferral account under the SRP
without regard to his tenure with us. For this purpose, a
Senior Executive has a disability if he is eligible for benefits
under our long-term disability plan.
Messrs. Deaton, Ragauss, Crain, Barr, Craighead and
O’Donnell have fully vested interests in all of their accounts
under the SRP.